Bank of Southern California, N.A. (OTCPK:BCAL) entered into an agreement to acquire CalWest Bancorp (OTCPK:CALW) for $25.9 million on October 21, 2019. The consideration paid will be all cash. Bank of Southern California will pay 43 cents per CalWest Bancorp share which values the transaction at approximately $32 million. As of April 29, 2020, Bank of Southern California and CalWest Banc renegotiated the terms of the transaction and agreed to amend the initial Definitive Agreement. According to the terms of the amended agreement, Bank of Southern California's all-cash offer is now $0.35 per CalWest Bancorp share compared to the initial Definitive Agreement which offered $0.43 per share. As per filing on May 29, 2020 Bank of Southern California completed a private placement of $18 million in aggregate principal amount of fixed-to-floating rate subordinated notes to certain qualified institutional accredited investors. Bank of Southern California intends to use the net proceeds of the notes offering to assist with paying cash consideration in its acquisition of CalWest Bancorp, and for general corporate purposes. As per the terms of transaction, CalWest Bank will merge with and into Bank of Southern California. Bank of Southern California is forming a holding company, Southern California Bancorp, to facilitate the CalWest transaction. Nathan Rogge will continue as President and Chief Executive Officer, and the existing Bank of Southern California executive management team will continue in their current roles at the combined bank. The employees of CalWest Bancorp will join Bank of Southern California.

The merger is subject to customary closing conditions, including the receipt of all regulatory approvals and the approval of the shareholders of Bank of Southern California and CalWest Bancorp. On April 22, 2020, the shareholders of CalWest Bancorp approved the transaction on shareholder meeting. Meeting of shareholders of Bank of Southern California held on April 22, 2020 and adjourned after achieving a majority of shareholders in favor, but falling short of the two-thirds needed to approve the transaction. The Board of Directors of Bank of Southern California unanimously approve the transaction. The merger is expected to close in the first half of 2020. As of April 29, 2020, the transaction is expected to close on May 29, 2020. MJC Partners, LLC acted as financial advisor and S. Alan Rosen and Arthur A. Coren of Duane Morris LLP acted as legal advisors to Bank of Southern California. Greg Gersack, Patrick Nicolini and Jason Werner of Janney Montgomery Scott LLC acted as financial advisors and Stuart Moore Staub acted as legal advisor to CalWest Bancorp.